PACIFIC FINANCIAL CORP /
10-Q, 2000-11-14
STATE COMMERCIAL BANKS
Previous: PLUG POWER INC, 10-Q, EX-27.1, 2000-11-14
Next: PACIFIC FINANCIAL CORP /, 10-Q, EX-27, 2000-11-14




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ---------------

 (Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
                    For the quarter ended September 30, 2000
                                       OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
         For the transition period from ____________ to ____________

                     Commission File Number 000-29829

                        PACIFIC FINANCIAL CORPORATION

             (Exact name of registrant as specified in its charter)
           Washington                                      91-1815009
 (State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)
                             300 East Market Street
                         Aberdeen, Washington 98520-5244
                                 (360) 533-8870
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days:
                                    Yes X   No

    Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.
            Title of Class                   Outstanding at October 31, 2000
            --------------                   -------------------------------
 Common Stock, par value $1.00 per share            2,500,350 shares
                                       1
<PAGE>

                                TABLE OF CONTENTS

PART I      FINANCIAL INFORMATION                                             3

ITEM 1.     FINANCIAL STATEMENTS                                              3

            CONDENSED CONSOLIDATED BALANCE SHEETS
            SEPTEMBER 30, 2000 AND DECEMBER 31, 1999                          3

            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
            THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000
            AND 1999                                                          4

            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999              5

            CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
            NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999              7

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS              8

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                              11

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
            MARKET RISK                                                      14

PART II     OTHER INFORMATION                                                15

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K                                 15

            SIGNATURES                                                       16
                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

                          ITEM 1 - FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets
(Dollars in Thousands)

Pacific Financial Corporation
September 30, 2000 and December 31, 1999
<TABLE>
(Unaudited)                                  September 30,           December 31,
                                                 2000                    1999
ASSETS

<S>                                             <C>                    <C>
      Cash and due from banks                   $8,096                 $13,080
      Interest bearing balances with banks       3,194                   1,744
      Federal funds sold                           645                      -0-
      Investment securities available for sale  59,512                  65,625
      Investment securities held-to-maturity     1,457                   1,615

      Loans                                    175,449                 152,664
      Allowance for credit losses                2,144                   1,930
                                               -------                 -------
      Loans, net                               173,305                 150,734

      Premises and equipment                     4,101                   3,510
      Foreclosed real estate                        26                     177
      Accrued interest receivable                2,324                   2,004
      Cash surrender value of life insurance     2,422                   2,330
      Other assets                               1,160                   1,370
                                               -------                 -------

Total assets                                  $256,242                $242,189

LIABILITIES AND STOCKHOLDERS' EQUITY
      Deposits:
        Non-interest bearing                   $38,219                 $34,359
        Interest bearing                       186,591                 171,780
                                               -------                 -------
      Total deposits                           224,810                 206,139

      Accrued interest payable                     662                     549
      Short-term borrowings                      4,225                   9,675
      Other liabilities                          1,285                   4,388
                                               -------                 -------
      Total liabilities                        230,982                 220,751

STOCKHOLDERS' EQUITY
      Common stock (par value $1); authorized:
      25,000,000 shares; issued:
      2000 - 2,500,350 shares;
      1999 - 496,770 shares                      2,501                     497
      Surplus                                    9,829                  11,420
      Retained earnings                         13,521                  10,473
      Accumulated other comprehensive (loss)      (591)                   (952)
      Total stockholders' equity                25,260                  21,438
                                              --------                --------
Total liabilities and stockholders' equity    $256,242                $242,189
</TABLE>
                                       3
<PAGE>

Condensed Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
<TABLE>
                                       THREE MONTHS ENDED          NINE MONTHS ENDED
(Unaudited)                              SEPTEMBER 30,               SEPTEMBER 30,
                                    2000           1999            2000           1999
INTEREST INCOME
<S>                                <C>            <C>               <C>           <C>
Loans                              $4,202         $3,509            $12,187       $10,349
Securities held to
 maturity-taxexempt                    24             74                 74            81
Securities available for sale:
Taxable                               682            792              2,225         2,188
Tax-exempt                            207            107                507           463
Deposits with banks
 and federal funds sold                18            124                 88           475
                                    -----          -----             ------        ------
Total interest income               5,133          4,606             15,081        13,556

INTEREST EXPENSE
Deposits                            2,074          1,687              5,772         4,981
Other borrowings                      150             56                463           152
                                    -----          -----              -----         -----
Total interest expense              2,224          1,743              6,235         5,133

NET INTEREST INCOME                 2,909          2,863              8,846         8,423
Provision for credit losses            98             15                203            15
                                    -----          -----              -----         -----
Net interest income after
    provision for credit losses     2,811          2,848              8,643         8,408
NON-INTEREST INCOME
Service charges                       181            177                557           563
Mortgage loan origination fees          0              4                               36
Gain on sale of foreclosed
    real estate                         0              0                 31             0
Other operating income                123            126                376           352
                                      ---            ---                ---           ---
Total non-interest income             304            307                965           951

NON-INTEREST EXPENSE
Salaries and employee benefits        952            950              2,915         2,862
Occupancy and equipment               241            257                736           760
Other                                 530            471              1,556         1,472
                                      ---            ---              -----         -----

Total non-interest expense          1,723          1,678              5,207         5,094
Income before income taxes          1,392          1,477              4,523         4,265
Provision for income taxes            444            488              1,353         1,336
                                    -----          -----             ------        ------
NET INCOME                           $948           $989             $3,048        $2,929

Earnings per common share:
Basic                                $.38           $.40(1)          $ 1.22        $ 1.20(1)
(1)
Diluted                               .38            .40(1)            1.21          1.18(1)

Average shares outstanding:
Basic                           2,500,350      2,444,845(1)       2,489,390     2,444,845(1)
Diluted                         2,521,684      2,492,858(1)       2,514,268     2,491,664(1)
</TABLE>

(1)Restated to reflect the 5-for-1 stock split effective in July 2000.

                                       4
<PAGE>

Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 2000 and 1999
(Dollars in thousands)
<TABLE>
(Unaudited)                                      2000                    1999


OPERATING ACTIVITIES
<S>                                             <C>                     <C>
Net income                                      $3,048                  $2,929
Adjustments to reconcile net income
   to net cash
   provided by operating activities:
   Provision for credit losses                     203                      15
   Depreciation and amortization                   331                     392
   Stock dividends received                       (164)                   (181)
   Gain on sales of securities                    ----                     (10)
   Gain on sale of foreclosed real estate          (31)                   ----
   Increase in accrued interest receivable        (320)                   (117)
   Increase in accrued interest payable            113                      48
   Other                                            15                    (304)
                                                  ----                    ----

   Net cash provided by operating activities     3,195                   2,772

INVESTING ACTIVITIES
   Net (increase) decrease in federal funds       (645)                  8,615
   (Increase) decrease in interest bearing
     deposits with banks                        (1,450)                 (1,872)
   Purchase of securities held to maturity         ---                    (198)
   Proceeds from maturities of investments
      held to maturity                             137                     331
   Purchases of securities available for sale   (1,850)                (38,796)
   Proceeds from maturities of securities
      available for sale                         8,614                  25,389
   Net increase in loans                       (22,774)                 (2,451)
   Additions to premises and equipment            (509)                   (266)
   Proceeds from sales of foreclosed real estate   182                      28
                                                  ----                    ----
   Net cash used in investing activities       (18,708)                 (7,784)

FINANCING ACTIVITIES
   Net increase(decrease)in deposits            18,671                   5,661
   Net increase(decrease)in
      short-term borrowings                     (5,450)                  1,389
   Payment of dividends                         (3,105)                 (2,379)
                                                ------                  ------

   Net cash provided by financing activities    10,529                   4,671

   Net decrease in cash and due from banks      (4,984)                   (341)

CASH AND DUE FROM BANKS
   Beginning of period                          13,080                   8,634
   End of period                                $8,096                  $8,293
</TABLE>
                                       5
<PAGE>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
<TABLE>
   Cash payments for :
<S>                                             <C>                    <C>
     Interest                                   $6,122                 $ 5,085
     Income Taxes                                1,320                   1,301

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES
   Unrealized gains(losses)on securities
     available for sale, net of tax             $  361                 $(1,024)
   Foreclosed real estate acquired in
     settlement of loans                           ---                      30
   Stock issued in five-for-one stock split      1,988                    ----
   Stock issued for land purchase                  413                    ----
</TABLE>
                                       6
<PAGE>


Condensed Consolidated Statements of Shareholders' Equity
Nine months ended September 30, 2000 and 1999
(Dollars in thousands) (Unaudited)
<TABLE>
                                                               ACCUMULATED
                                                                 OTHER
                                                              COMPREHENSIVE
                               COMMON               RETAINED     INCOME
                               STOCK    SURPLUS     EARNINGS     (LOSS)     TOTAL

<S>                            <C>      <C>          <C>        <C>       <C>
Balance December 31, 1998    $  489      $10,972     $ 9,656    $  368    $21,485
Other comprehensive income:
   Net income                                          2,929                2,929

   Change in unrealized gain
     on securities available
     for sale, net                                              (1,024)    (1,024)
Comprehensive income                                                        1,905
                              -----       ------      ------    ------     ------
Balance September 30, 1999   $  489      $10,972     $12,585    $ (656)   $23,390

Balance December 31, 1999    $  497      $11,420     $10,473    $ (952)   $21,438
Other comprehensive income:
   Net income                                          3,048                3,048

Change in unrealized loss
     on securities available
     for sale, net                                                 361        361
   Comprehensive income                                                     3,409
   Five-for-one stock split   1,988       (1,988)
Issuance of common stock         16          397                              413
                              -----        -----      ------     -----    -------
Balance September 30, 2000   $2,501      $ 9,829     $13,521    $ (591)   $25,260
</TABLE>
                                       7
<PAGE>

NOTES TO FINANCIAL STATEMENTS

1.    Basis of Presentation
---------------------------
The accompanying unaudited condensed consolidated financial statements have been
prepared by Pacific Financial Corporation ("Pacific" or "Company") in accordance
with generally accepted accounting  principles for interim financial information
and with instructions to Form 10Q.  Accordingly,  they do not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete  financial  statements.  In the opinion of management,  adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been  included.  Operating  results for the nine months ended
September 30, 2000, are not  necessarily  indicative of the results  anticipated
for the year ending December 31, 2000.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Actual results could differ from those estimates.

All dollar amounts in tables, except per share information, are stated in
thousands.

2.    Equity
------------
In April 2000,  the Board of  Directors  approved a  five-for-one  common  stock
split,  payable July 15, 2000 to  shareholders  of record on June 15,  2000.  In
addition,  the number of authorized  shares of common stock were  increased from
5,000,000 shares to 25,000,000 shares.  Common stock and surplus as at September
30, 2000 have been adjusted to reflect the  five-for-one  common stock split. In
addition,  all prior period per share information and the 1999 average number of
shares outstanding shown in this report have been retroactively adjusted to show
the effect of the stock split.

3.    Investment Securities
---------------------------
Investment  securities  consist  principally of short and intermediate term debt
instruments issued by the U.S. Treasury,  other U.S. government agencies,  State
and local government units, and other corporations. The Company is a stockholder
in the Federal Home Loan Bank of Seattle (FHLB).

<TABLE>
SECURITIES HELD TO MATURITY          AMORTIZED        UNREALIZED         FAIR
                                       COST              GAINS           VALUE
                                                       (LOSSES)
September 30, 2000

<S>                                   <C>                  <C>          <C>
State and Municipal Securities        $1,457              -0-           $1,457
                                       -----             -----           -----
TOTAL                                 $1,457              -0-           $1,457
</TABLE>

                                       8

<PAGE>

<TABLE>
SECURITIES AVAILABLE FOR SALE        AMORTIZED        UNREALIZED         FAIR
                                       COST              GAINS           VALUE
                                                       (LOSSES)
September 30, 2000

<S>                               <C>                    <C>              <C>
U.S. Treasury Securities          $    503               $(5)             $498
U.S. Government Securities          29,565              (610)           28,955
State and Municipal Securities      12,061               (20)           12,041
Corporate Securities                14,821              (263)           14,558
Equity Securities                    3,460                -0-            3,460
                                    ------            ------            ------
TOTAL                              $60,410             $(898)          $59,512
</TABLE>

4.    Allowance for Credit Losses
---------------------------------
<TABLE>

                                   THREE MONTHS ENDED        NINE MONTHS ENDED
                                      SEPTEMBER 30,            SEPTEMBER 30,
                                    2000        1999         2000        1999
<S>                                <C>         <C>          <C>         <C>
Balance at beginning of period     $2,031      $1,930       $1,930      $1,864
Provision for possible credit losses   98          15          203          15
Charge-offs                             1          14           11          30
Recoveries                             16         ---           22          82

Net recoveries (charge-offs)           15         (14)          11          52
                                     ----        ----         ----        ----
Balance at end of period           $2,144      $1,931       $2,144      $1,931
</TABLE>

5.    Computation of Basic Earnings per Share:
----------------------------------------------

<TABLE>
                                   THREE MONTHS ENDED        NINE MONTHS ENDED
                                      SEPTEMBER 30,            SEPTEMBER 30,
                                    2000      1999(1)       2000       1999(1)
<S>                              <C>         <C>        <C>         <C>
Net Income                       $948,000    $989,000   $3,048,000  $2,929,000
Shares Outstanding,
   Beginning of Period          2,500,350   2,444,845    2,483,850   2,444,845
Shares Issued During Period
   Times Average Time Outstanding       -           -        5,540           -

Average Shares Outstanding      2,500,350   2,444,845    2,489,390   2,444,845

Basic Earnings Per Share         $    .38    $    .40   $     1.22  $     1.20
</TABLE>

(1) Restated to reflect the five-for-one stock split effective in July 2000.
                                     9
<PAGE>

6.    Computation of Diluted Earnings Per Share:
------------------------------------------------

<TABLE>
                                   THREE MONTHS ENDED        NINE MONTHS ENDED
                                      SEPTEMBER 30,            SEPTEMBER 30,
                                    2000       1999(1)       2000      1999(1)
<S>                              <C>         <C>        <C>         <C>
Net Income                       $948,000    $989,000   $3,048,000  $2,929,000
Options Outstanding                77,300      93,550       77,300      93,550

Proceeds Were Options
   Exercised                   $1,390,750  $1,229,500   $1,390,750  $1,229,500

Average Share Price During
   Period                      $    24.85  $    27.00   $    26.53  $    26.31

Proceeds Divided By Average
   Share Price                     55,966      45,537       52,422      46,731
Incremental Shares                 21,334      48,013       24,878      46,819

Average Shares Outstanding      2,500,350   2,444,845    2,489,390   2,444,845

Incremental Shares
   Plus Outstanding Shares      2,521,684   2,492,858    2,514,268   2,491,664

Diluted Earnings Per Share     $      .38  $      .40   $     1.21  $     1.18
</TABLE>

(1) Restated to reflect the five-for-one stock split effective in July 2000.
                                       10

<PAGE>


      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

A Warning About Forward-Looking Information
      We have made forward-looking  statements in this document that are subject
to risks  and  uncertainties.  These  statements  are based on the  beliefs  and
assumptions of our management,  and on information  currently available to them.
Forward-looking  statements  include the information  concerning our possible or
assumed future results of operations  set forth under  "Management's  Discussion
and Analysis of Financial  Condition And Results of  Operations"  and statements
preceded  by,  followed  by or that  include  the words  "believes,"  "expects,"
"anticipates," "intends," "plans," "estimates" or similar expressions.
      Any  forward-looking  statements  in this  document  are  subject to risks
relating to, among other things, the following:

            1. effective  December 15, 1999 Harbor Bancorp,  Inc.  completed the
      merger of equals with  Pacific  Financial  Corporation;  anticipated  cost
      savings from the merger may not be fully  realized or realized  within the
      expected  time  frame  (the  transaction  was  treated  as a  pooling  for
      accounting purposes, and accordingly, all prior results of operations have
      been restated);

            2. competitive  pressures among  depository and other financial
      institutions may increase significantly;

            3. changes  in  the  interest  rate   environment   may  reduce
      margins;

            4. general economic or business conditions,  either nationally or in
      the state or regions in which we do business,  may be less  favorable than
      expected,  resulting in, among other  things,  a  deterioration  in credit
      quality or a reduced demand for credit;

            5. legislative or regulatory  changes may adversely  affect the
      businesses in which we are engaged; and

            6. adverse changes may occur in the securities markets.

      Our management believes the  forward-looking  statements are reasonable;
however, you should not place undue reliance on them. Forward-looking statements
are not  guarantees  of  performance.  They  involve  risks,  uncertainties  and
assumptions.   The  future  results  and  shareholder  values  of  the  combined
corporation  following completion of the merger may differ materially from those
expressed or implied in these  forward-looking  statements.  Many of the factors
that will  determine  these results and values are beyond our ability to control
or predict.
                                       11
<PAGE>


Net income.  For the nine months ended September 30, 2000,  Pacific's net income
-----------
was $3,048,000 compared to $2,929,000 for the same period in 1999. The principal
contributing  factor to the  increase  was a $423,000  increase in net  interest
income,  offset by a $188,000 increase in the provision for credit losses, and a
$113,000 increase in non-interest expense. Net income for the three months ended
September  30, 2000 was  $948,000,  compared to $989,000  for the same period in
1999.  The decrease  was  attributable  primarily  to a $46,000  increase in net
interest  income,  a $45,000  increase in  non-interest  expense,  and a $83,000
increase in the provision for credit losses.

Net interest income.  Net interest  income for the three months ended September
--------------------
30, 2000  increased  $46,000  compared to the same period in 1999.  Net interest
income for the nine months ended September 30, 2000 increased  $423,000 over the
comparable period in 1999.

Interest income for the three months ended September 30, 2000 increased $527,000
or 11.4%  compared  to the  comparable  period in 1999,  and for the nine months
ended  September 30, 2000 increased  $1,525,000 or 11.3% over the same period in
1999.  Increased lending volume and increases in the prime rate of interest were
the primary reasons for the positive variance in interest income.  Average loans
outstanding for the nine months ended September 30, 2000 were  $166,255,000,  or
11.6% higher than for the comparable period in 1999.

Interest  expense  for the three  months  ended  September  30,  2000  increased
$481,000 or 27.6% compared to the same period in 1999, and increased  $1,102,000
or 21.5% for the nine months ended September 30, 2000 over the comparable period
in 1999. This is due to the increased  interest rate environment during the 2000
periods and an increase of interest  bearing  liabilities  for the periods ended
September 30, 2000 compared to the comparable  periods in 1999. Average interest
bearing deposits for the nine months ended September 30, 2000 were $177,789,000,
unchanged from the comparable period in 1999.  Average short term borrowings for
the nine months ended September 30, 2000 were $7,451,000, $6,268,000 higher than
for the comparable period in 1999.

Provision  and  allowance  for  credit  losses.  During the three  months  ended
-----------------------------------------------
September 30, 2000, $98,000 was provided for credit losses,  compared to $15,000
for the same  period in 1999.  For the nine months  ended  September  30,  2000,
$203,000 was provided for  possible  credit  losses  compared to $15,000 for the
comparable  period in 1999.  For the nine months ended  September 30, 2000,  net
recoveries  were $11,000  compared to net  recoveries of $65,000 during the same
period in 1999.

At September  30, 2000,  the  allowance  for credit  losses stood at  $2,144,000
compared to  $1,930,000  at December 31, 1999,  and  $1,931,000 at September 30,
1999. The ratio of the allowance to total loans outstanding was 1.22%, 1.26% and
1.29% at  September  30,  2000,  December  31,  1999,  and  September  30, 1999,
respectively.  Management  considers  the  allowance  for  credit  losses  to be
adequate for the periods indicated.

                                       12
<PAGE>

Non-performing assets and other real estate owned. Non-performing assets totaled
--------------------------------------------------
$3,394,000 at September 30, 2000. This represents 1.32% of total assets compared
to $492,000 or .20% at December 31, 1999,  and  $1,274,000  or .52% at September
30,  1999.   Non-accrual  loans  at  September  30,  2000  totaled   $1,705,000.
Non-accrual  loans at September 30, 2000 consist  primarily of one  agricultural
loan with a balance of $1,357,000. Management is in the process of assessing the
repayment  possibilities and collateral  position on this loan. Any amount which
is determined to be uncollectible when this process is completed will be charged
to the allowance for credit losses.

Loans  accruing  which  are  past  due 90  days or more  totaled  $1,663,000  at
September  30,  2000,  of  which  $1,029,000  is  fully  guaranteed  by the U.S.
Government; management believes losses, if any, associated with these loans will
be minimal.


<TABLE>
ANALYSIS OF
NONPERFORMING ASSETS               SEPTEMBER 30       DECEMBER 31    SEPTEMBER 30
(Dollars in thousands)                 2000              1999          1999

Accruing loans past due 90 days
<S>                                 <C>                 <C>             <C>
or more                             $1,663              $140            $  377

Non-accrual loans                    1,705               175               764

Foreclosed loans                        26               177               133

TOTAL                               $3,394              $492            $1,274
</TABLE>

Non-interest income and expenses. Non-interest income for the three month period
---------------------------------
ended  September 30, 2000 decreased  $3,000 compared to the same period in 1999,
and increased  $14,000 for the nine months ended  September 30, 2000 compared to
the same period in 1999.

Non-interest  expense for the three and nine month periods  ended  September 30,
2000 increased $45,000 or 2.6%, and $113,000 or 2.2%  respectively,  compared to
the same periods in 1999. For the 2000 three-month period, salaries and benefits
increased  $2,000,  occupancy  expense  decreased  $16,000,  and other  expenses
increased  $59,000  compared to the same period in 1999. The primary reasons for
the  increase  in  non-interest  expense  for the  three and nine  months  ended
September  30, 2000  compared to the same  periods in 1999,  were an increase in
salaries and benefits of $2,000 and $53,000 due to normal merit and inflationary
increases,  and an increase of $59,000 and $84,000 in other expenses relating to
increased  general  and  administrative  costs,  resulting  primarily  from  the
December 1999 merger.

Income  taxes.  The  federal  income tax  provision  for the nine  months  ended
--------------
September 30, 2000 was $1,353,000,  an increase of $17,000  compared to the same
period in 1999.  The effective tax rate for the 2000 period is 29.9% compared to
31.3% in 1999.
                                       13
<PAGE>

Financial  Condition.  Total assets were  $256,242,000 at September 30, 2000, an
---------------------
increase of $14,053,000 or 5.8% over year-end 1999.  Loans totaled  $175,449,000
at September 30, 2000, an increase of  $22,785,000  or 14.9% over year-end 1999.
Total  deposits  were  $224,810,000  at  September  30,  2000,  an  increase  of
$18,671,000 or 9.1% compared to the balance at December 31, 1999.

Loans.  Loan detail by category at  September  30, 2000 and  December 31, 1999
------
was as follows:
(Dollars in thousands)
<TABLE>
                                             September 30,           December 31,
                                                 2000                    1999

<S>                                           <C>                    <C>
Commercial and industrial                     $ 63,229                $ 54,150
Agricultural                                     1,981                   2,101
Real estate mortgage                            98,806                  88,852
Real estate construction                         7,041                   3,325
Installment                                      3,533                   3,379
Credit cards and other                             859                     857
Total Loans                                    175,449                 152,664
Allowance for credit losses                     (2,144)                 (1,930)
Net Loans                                     $173,305                $150,734
</TABLE>


Liquidity.  Adequate  liquidity  is  available to  accommodate  fluctuations  in
----------
deposit levels, funds operations, and provide for customer credit needs and meet
obligations  and  commitments  on a timely  basis.  The  Company has no brokered
deposits. The Company has credit availability from the Federal Home Loan Bank of
Seattle of $51 million, of which $4,225,000 was used at September 30, 2000.

Stockholders'  equity.  Total stockholders'  equity was $25,260,000 at September
----------------------
30, 2000, an increase of $3,822,000 or 17.8% compared to December 31, 1999. Book
value per share  increased to $10.10 at September  30, 2000 compared to $8.63 at
December 31, 1999.  Book value is calculated by dividing total equity capital by
total shares  outstanding.  Book value is impacted by net income less  dividends
and  changes  in the fair  value of the  Bank's  available  for sale  investment
portfolio.

On April 17, 2000, the Board of Directors declared a five-for-one stock split of
Pacific's  outstanding  common  stock.  The  split  was  implemented  as a stock
dividend,  payable July 15, 2000, at the rate of four new shares of common stock
for each share held of record on June 15, 2000.

Item 3.  Quantitative and qualitative  disclosures  about market risk.  Interest
----------------------------------------------------------------------
rate,  credit,  and operations risks are the most significant market risks which
affect the Company's  performance.  The Company  relies on loan review,  prudent
loan  underwriting  standards  and an adequate  allowance  for credit  losses to
mitigate credit risk.

An asset/liability  management simulation model is used to measure interest rate
risk. The model produces regulatory oriented  measurements of interest rate risk
exposure.  The model quantifies interest rate risk through simulating forecasted
net interest  income over a 12 month time period  under
                                       14
<PAGE>

various  interest  rate scenarios, as well as monitoring the change in the
present value of equity under the  same  rate  scenarios.  The  present  value
of  equity  is  defined  as the difference between the market value of assets
less liabilities. By measuring the change in the present value of equity under
various rate  scenarios,  management is able to  identify  interest  rate risk
that may not be  evident in changes in forecasted net interest income.

The Company is currently asset  sensitive,  meaning that interest earning assets
mature or reprice  more  quickly than  interest-bearing  liabilities  in a given
period.  Therefore,  a  significant  increase in market rates of interest  could
improve net interest  income.  Conversely,  a decreasing  rate  environment  may
adversely affect net interest income.

It should be noted that the  simulation  model does not take into account future
management  actions that could be  undertaken  should actual market rates change
during the year. An important point should be kept in mind; the model simulation
results are not exact measures of the Company's  actual interest rate risk. They
are rather only indicators of rate risk exposure,  based on assumptions produced
in a simplified modeling environment designed to heighten sensitivity to changes
in  interest  rates.  The rate risk  exposure  results of the  simulation  model
typically  are greater than the Company's  actual rate risk.  That is due to the
conservative  modeling   environment,   which  generally  depicts  a  worst-case
situation.  Management has assessed the results of the simulation  reports as of
September 30, 2000,  and believes  that there has been no material  change since
December 31, 1999.


                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K


           (a)      Exhibits:


           27       Financial Data Schedule for the nine-month period ended
                    September 30, 2000.

           99       Description of common stock of Pacific Financial
                    Corporation.


                                       15
<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                    PACIFIC FINANCIAL CORPORATION


DATED:  November 13, 2000                 By: /s/ Dennis E. Long
                                              Dennis E. Long
                                              President


                                          By: /s/ John Van Dijk
                                              John Van Dijk
                                              Treasurer
                                       16


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission